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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/21/10 Bank of New York/ADR Division F-6 POS 5/21/10 2:263K British Sky Broadcasting Gp PLC Emmet Marvin & Mart… LLP |
Document/Exhibit Description Pages Size 1: F-6 POS Post-Effective Amendment No. 1 to Form F-6 HTML 28K 2: EX-1 Form of Deposit Agreement HTML 170K
| F-6POS |
As filed with the Securities and Exchange Commission on May 21, 2010
Registration No. 333-101510
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
BRITISH SKY BROADCASTING GROUP PLC
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
UNITED KINGDOM
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(c) may determine.
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 15 and 16
securities
(iii) The collection and distribution of dividends
Articles number 12, 14 and 15
(iv) The transmission of notices, reports and proxy
Articles number 11, 15 and 16
soliciting material
(v) The sale or exercise of rights
Articles number 13
(vi) The deposit or sale of securities resulting from
Articles number 12 and 17
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit of
Articles number 2, 3, 4, 5, 6 and 8
withdraw the underlying securities
(x) Limitation upon the liability of the depositary
Articles number 13 and 18
3. Fees and Charges
Articles number 7
Item – 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of December 9, 2002, as amended and restated as of __________________, 2010, among British Sky Broadcasting Group plc, The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of Letter Agreement among British Sky Broadcasting Group plc. and The Bank of New York Mellon relating to pre-release activities. – Previously Filed.
c.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) and (b) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
e.
Certification under Rule 466. – Not Applicable.
Item - 4.
Undertakings
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, May 21, 2010.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares, par value fifty Pence each, of British Sky Broadcasting Group plc.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, British Sky Broadcasting Group plc has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Isleworth, Middlesex, United Kingdom on May 21, 2010.
BRITISH SKY BROADCASTING GROUP PLC
By: /s/ Jeremy Darroch
Name: Jeremy Darroch
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on May 21, 2010.
/s/ James Murdoch
/s/ Allan Leighton
Non-Executive Director
Non-Executive Director
/s/ Jeremy Darroch
/s/ Tom Mockridge
Chief Executive Officer and Executive Director
Non-Executive Director
(Principal Executive Officer)
/s/ David F. DeVoe
Non-Executive Director
Non-Executive Director
/s/ David Evans
/s/ Gail Rebuck
Non-Executive Director
Non-Executive Director
/s/ Daniel Rimer
Non-Executive Director
Non-Executive Director
/s/ Andrew Griffith
/s/ Arthur Siskind
Chief Financial Officer and Executive Director
Non-Executive Director and Authorized
(Principal Financial and Accounting Officer)
Representative in the United States
/s/ Wilson of Dinton
Lord Wilson of Dinton
Non-Executive Director
Non-Executive Director
Exhibit
Number
Exhibit
1
Form of Amended and Restated Deposit Agreement dated as of December 9, 2002,
as amended and restated as of _________________, 2010, among
British Sky Broadcasting Group plc, The Bank of New York Mellon as Depositary,
and all Owners and Beneficial Owners from time to time of American Depositary
Receipts issued thereunder.
2
Letter agreement among British Sky Broadcasting Group plc and
The Bank of New York Mellon relating to pre-release activities. -
4
| This ‘F-6 POS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 5/21/10 | 15F-12B, 6-K | ||
| 12/9/02 | ||||
| List all Filings | ||||